Written by Upsolve Team.
Updated August 8, 2020
1. I understand and agree that Upsolve is not a law firm or an attorney, may not perform services performed by an attorney, and its forms or templates are not a substitute for the advice or services of an attorney. Rather, I am representing myself in this legal matter. No attorney-client relationship or privilege is created with Upsolve.
2. If, prior to using Upsolve, I believe that Upsolve gave me any legal advice, opinion or recommendation about my legal rights, remedies, defenses, options, selection of forms or strategies, I will not proceed with this purchase, and any purchase that I do make will be null and void.
3. I understand that these Terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to me in the event of a dispute as described in the Upsolve Arbitration Agreement, contained in Paragraph 16 of these Terms of Service.
4. I UNDERSTAND THAT THE UPSOLVE REVIEW OF MY ANSWERS IS LIMITED TO COMPLETENESS, SPELLING, AND FOR INTERNAL CONSISTENCY OF NAMES, ADDRESSES, AND THE LIKE. I WILL READ THE FINAL DOCUMENT(S) BEFORE SIGNING IT, WHERE APPLICABLE, AND AGREE TO BE SOLELY RESPONSIBLE FOR THE FINAL DOCUMENT(S). 5. I attest to being poor, underprivileged, or in financial distress. I undertstand that I am not allowed to request a free private attorney evaluation or use any web application provided by Upsolve if I am not poor, underprivileged, or in financial distress. I understand that even if I request a free attorney evaluation, I can use the Upsolve website to consume free legal information, receive educational newsletters by email, and use the Upsolve web application if I qualify. I also understand that I can request a free private attorney evaluation after using the Upsolve web application.
6. Accuracy of Information and Third-Party Consent. To the best of my knowledge, I have provided accurate information to Upsolve and have obtained all third-party consents required for my order.
7. Electronic Records and Signatures. I give Upsolve consent to affix my electronic signature where required to file my documents. I understand I may withdraw my consent, provided my documents have not already been filed, by emailing firstname.lastname@example.org.
8. Non-English-Speaking Customers. I understand that certain materials on the Upsolve site, including but not limited to questionnaires, documents, instructions, and filings, are only available in English. Non-English translations of these Terms, as well as other terms, conditions, and policies, are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls.
9. Limitation of Liability and Indemnification. EXCEPT AS PROHIBITED BY LAW, I WILL HOLD UPSOLVE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY ME OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF UPSOLVE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF UPSOLVE, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO ME.
11. Additional Upsolve Terms. I understand that my purchase may be subject to additional terms and conditions. If applicable, I acknowledge that I have read and agree to the supplemental terms, which are incorporated herein by reference.
12. Third Party Services.
13. Suspended Accounts. If Upsolve encounters evidence of suspicious activity in connection with my account, including, but not limited to, evidence that my account is being used by someone who is not authorized to do so, I acknowledge that Upsolve, in its sole discretion, may opt to temporarily disable my account for a reasonable amount of time in order to investigate. In the event that Upsolve disables my account, I understand that, absent a subpoena or court order, no information about my account will be provided to anyone outside Upsolve, including me or any authorized contact, until the investigation is complete. Additionally, I understand that Upsolve, in its sole discretion, may decide not to send any documents associated with my account to me or file any such documents with any government authority, while my account is disabled. I acknowledge that Upsolve will not be liable for any delays caused by these policies and procedures.
14. DISPUTE RESOLUTION BY BINDING ARBITRATION.
Please read this carefully. It affects your rights.
Most customer concerns can be resolved quickly and to the customer's satisfaction by emailing our Support Center at email@example.com. In the unlikely event that the Upsolve Customer Center is unable to resolve your complaint to your satisfaction (or if Upsolve has not been able to resolve a dispute it has with you after attempting to do so informally), we each agree to resolve those disputes through binding arbitration or in small claims court rather than in a court of general jurisdiction. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than a court does, and is subject to very limited review by courts. Any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted. While in some instances, upfront costs to file an arbitration claim may exceed similar costs to bring a case in court, for any non-frivolous claim that does not exceed $75,000, Upsolve will pay all costs of the arbitration. Moreover, in arbitration you may recover attorney's fees from Upsolve to the same extent or more as you would in court. The arbitrator shall apply the same limitations period that would apply in court.
Under certain circumstances (as explained below), Upsolve will pay you more than the amount of the arbitrator's award and will pay your attorney (if any) his or her reasonable attorney's fees if the arbitrator awards you an amount greater than what Upsolve offered you to settle the dispute.
You may speak with independent counsel before using this Site or completing any purchase.
(a) Upsolve and you agree to arbitrate all disputes and claims between us before a single arbitrator. The types of disputes and claims we agree to arbitrate are intended to be broadly interpreted. It applies, without limitation, to:
claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory;
claims that arose before these or any prior Terms (including, but not limited to, claims relating to advertising);
claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and
claims that may arise after the termination of these Terms.
For the purposes of this Arbitration Agreement, references to "Upsolve," "you," and "us" include our respective subsidiaries, affiliates, agents, employees, employers, business partners, shareholders, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or products under these Terms or any prior agreements between us. Beneficiaries include, but are not limited to, those named in an estate planning document.
Notwithstanding the foregoing, either party may bring an individual action in small claims court. This arbitration agreement does not preclude your bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Upsolve are each waiving the right to a trial by jury or to participate in a class action. These Terms evidence a transaction or website use in interstate commerce, and thus the Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this provision. This arbitration provision will survive termination of these Terms.
(b) A party who intends to seek arbitration must first send, by U.S. certified mail, a written Notice of Dispute ("Notice") to the other party. A Notice to Upsolve should be addressed to: Notice of Dispute, General Counsel, Upsolve, 1180 Avenues of America, 8th Floor, New York, NY 10036 (the "Notice Address"). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought ("Demand"). If Upsolve and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Upsolve may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Upsolve or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Upsolve is entitled.
You may download or copy a form to initiate arbitration from the American Arbitration Association ("the AAA") website at www.adr.org.
(c) After Upsolve receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than $75,000. (Currently, the filing fee for consumer-initiated arbitrations is $200, but this is subject to change by the arbitration provider. If you are unable to pay this fee, Upsolve will pay it directly after receiving a written request at the Notice Address.) The arbitration will be governed by the Consumer Arbitration Rules (the "AAA Rules") of the American Arbitration Association, as modified by these Terms, for all claims under $75,000 and the applicable rules as determined by the AAA for all claims of or above $75,000, and will be administered by the AAA. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator is bound by these Terms. All issues are for the arbitrator to decide, except that issues relating to the scope, enforceability, and interpretation of the arbitration provision and the scope, enforceability, and interpretation of paragraph (f) are for the court to decide. Unless Upsolve and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your contact address. If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If you choose to proceed either in person or by telephone, we may choose to respond only by telephone or submission. If your claim exceeds $10,000, the AAA Rules will determine whether you have a right to a hearing. The parties agree that in any arbitration of a dispute or claim, neither party will rely for preclusive effect on any award or finding of fact or conclusion of law made in any other arbitration of any dispute or claim to which Upsolve was a party. Except as otherwise provided for herein, Upsolve will pay all AAA filing, administration, and arbitrator fees for any arbitration initiated in accordance with the notice requirements above. If, however, the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA Rules. In such case, you agree to reimburse Upsolve for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. In addition, if you initiate an arbitration in which you seek relief valued at more than $75,000 (excluding attorney’s fees and expenses), the payment of these fees will be governed by the AAA rules.
(d) For claims under $75,000, if, after finding in your favor in any respect on the merits of your claim, the arbitrator issues you an award that is greater than the value of Upsolve's last written settlement offer made before an arbitrator was selected, then Upsolve will:
pay you either the amount of the award or $2,000 ("the alternative payment"), whichever is greater; and
pay your attorney, if any, the amount of attorney's fees, and reimburse any expenses (including expert witness fees and costs), that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration (the "attorney's payment").
If Upsolve did not make a written offer to settle the dispute before an arbitrator was selected, you and your attorney will be entitled to receive the alternative payment and the attorney's fees, respectively, if the arbitrator awards you any relief on the merits. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees, expenses, and the alternative payment and the attorney's fees at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits. In assessing whether an award that includes attorney’s fees or expenses is greater than the value of Upsolve’s last written settlement offer, the arbitrator shall include in his or her calculations only the value of any attorney’s fees or expenses you reasonably incurred in connection with the arbitration proceeding before Upsolve’s settlement offer.
(e) The right to attorney's fees and expenses discussed in paragraph (d) supplements any right to attorney's fees and expenses you may have under applicable law. Thus, if you would be entitled to a larger amount under applicable law, this provision does not preclude the arbitrator from awarding you that amount. However, you may not recover duplicative awards of attorney's fees or costs. Although under some laws Upsolve may have a right to an award of attorney's fees and expenses if it prevails in an arbitration proceeding, Upsolve will not seek such an award for claims under $75,000.
(f) The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. YOU AND UPSOLVE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITIES AND NOT AS PLAINTIFFS OR CLASS MEMBERS IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR IN THE CAPACITY OF A PRIVATE ATTORNEY GENERAL. Further, unless both you and Upsolve agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award any relief that a court could award that is individualized to the claimant and would not affect other customers. Neither you nor we may seek non-individualized relief that would affect other customers. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
(g) If the amount in dispute exceeds $75,000 or either party seeks any form of injunctive relief, either party may appeal the award to a three-arbitrator panel administered by AAA by a written notice of appeal within thirty (30) days from the date of entry of the written arbitration award. An award of injunctive relief shall be stayed during any such appeal. The members of the three-arbitrator panel will be selected according to AAA rules. The three-arbitrator panel will issue its decision within one hundred and twenty (120) days of the date of the appealing party's notice of appeal. The decision of the three-arbitrator panel shall be final and binding, subject to any right of judicial review that exists under the FAA.
(h) Notwithstanding any provision in the applicable Terms to the contrary, we agree that if we make any future change to this arbitration provision (other than a change to any notice address, website link or telephone number provided herein), that change will not apply to any dispute of which we had written notice on the effective date of the change. Moreover, if we seek to terminate this arbitration provision, any such termination will not be effective until at least thirty (30) days after written notice of such termination is provided to you, and shall not be effective as to disputes which arose prior to the date of termination.
15. Legal Forms. If you use a Legal Form from Upsolve, the following provisions apply to you:
(a) License. Upsolve grants you a nonexclusive, nontransferable worldwide right to use the legal form(s) you get from us. This license allows you to access, download, use, and edit the legal form(s) you have purchased for your personal use. You may not: (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise make available to any third party the legal form(s); or (ii) modify, reproduce, reverse engineer, or make derivative works based on, referring to, or exploiting the legal form(s) or its source code, except for modifications to the forms for your personal use. All rights not expressly granted to you are reserved by Upsolve and its licensors.
(b) No Guarantee. Upsolve does not guarantee that any Legal Form provided is suitable for a particular purpose, or that any Legal Form provided is accurate, reliable, complete or timely. The Legal Forms provided are for information purposes only, and should not be relied upon as legal advice.
16. Reviews. After your purchase, you may receive an email survey request from Upsolve. You may also write a review on the Site. If you complete the survey or submit a review, your opinions may be posted, in whole or in part, on the Site or used in marketing material. The review may be accompanied by limited identifying information, such as your first name and last initial, the product you purchased, your gender, city and/or state, and age range.
17. Text messages and SMS Programs. Upsolve, at its sole discretion, may offer the following SMS/text message-based programs:
Upsolve Member Alerts: When available, you may opt-in to receive SMS/text messages by providing your phone number during the process of purchasing a product from Upsolve. In some instances, we may also provide you the opportunity to opt-in post-purchase through digital advertisements or emails. By opting in, you will receive messages regarding the status of your order and assistance with accessing the products you have purchased. The number of messages you will receive will vary depending on the steps needed to complete your order.
To opt-out of receiving SMS/text messages from Upsolve, you may reply with STOP to cancel (msg & data rates may apply) or email firstname.lastname@example.org.
18. Access to World Wide Web; Internet Delays. To use Upsolve services, I must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. I am responsible for providing all equipment necessary to make such connection to the World Wide Web, including a computer and Internet access. Access to certain Upsolve services may be limited or delayed based on problems inherent in the use of Internet and electronic communications. I understand that Upsolve is not responsible for delays, delivery failures, or other damage resulting from such problems.
19. Force Majeure. Upsolve shall not be considered in breach of or default under these Terms of Service or any contract with me, and shall not be liable to me for any cessation, interruption, or delay in the performance of its obligations hereunder by reason of earthquake, flood, fire, storm, lightning, drought, landslide, hurricane, cyclone, typhoon, tornado, natural disaster, act of God or the public enemy, epidemic, famine or plague, action of a court or public authority, change in law, explosion, war, terrorism, armed conflict, labor strike, lockout, boycott or similar event beyond our reasonable control, whether foreseen or unforeseen (each a "Force Majeure Event"). If a Force Majeure Event continues for more than 60 days in the aggregate, Upsolve may immediately terminate these Terms of Service and shall have no liability to me for or as a result of any such termination.
20. Right to refuse. I acknowledge that Upsolve reserves the right to refuse service to anyone.
21. I acknowledge that Upsolve is not a Bankruptcy Petition Preparer. Upsolve, Inc. is located at 150 Court St., Floor 2, Brooklyn, NY 11201.
22. I understand that these terms affect my legal rights and obligations. If I do not agree to be bound by all of these terms, I will not use this service. By proceeding with my purchase, I agree to these Terms of Service.